Takara and GoldQuest Announce a Business Combination Transaction

TORONTO, ONTARIO—September 19, 2011 – Takara Resources Inc. ("Takara" or the "Company") (TSXV:TKK) and GoldQuest Mining Corp. (“GoldQuest”) (TSXV:GQC) jointly announce today that they have agreed to complete a business combination transaction (the “Transaction”) resulting in the amalgamation of assets.

Bill Fisher, Chairman of GoldQuest, states: “The combined land positions create an outstanding mineral exploration portfolio including opportunities for early stage gold production in the Caribbean basin.”

Jennifer Boyle, President and CEO of Takara, states: “By combining Takara’s assets with a company that has a near complete preliminary economic assessment and an operating team with a proven record, the new entity will be in a strengthened position to capitalize on the potential to add value through aggressive exploration and development.”

Under the terms of the Transaction, which the parties intend to structure as a Plan of Arrangement, Takara shall acquire all of the issued and outstanding securities of GoldQuest. Takara proposes that GoldQuest shareholders would receive 1.6287 common shares of Takara for each outstanding common share of GoldQuest, equating to existing Takara and GoldQuest shareholders owning approximately 36% and 64%, respectively, of the combined Company, on a basic issued and outstanding basis. Options and warrants to acquire common shares of GoldQuest shall be exchanged for like Takara securities having equivalent terms based on the consideration ratio.

It is the intention of the parties to complete a best efforts private placement financing of up to $6 million contemporaneously with the closing of the Transaction.
Highlights of the Transaction:

  • Opportunity to develop two advanced stage gold assets toward production with one operating team;
  • Geographic diversity of land holdings including NI 43-101 compliant resources and drill-ready targets; and
  • Complementary, entrepreneurial management with proven track record of generating shareholder value from exploration and development.


Board of Directors

Following the completion of the Transaction, it is intended that Takara’s new board of directors will be Bill Fisher as Executive Chairman of the board, Jennifer Boyle, John McConnell, Pamela Strand and two other nominees of GoldQuest. It is further contemplated that Jennifer Boyle will remain as President and Chief Executive Officer, and that Mr. Julio Espaillat will fill the role of Chief Operating Officer. Other senior management announcements will occur following completion of the Transaction.

Mr. Fisher is the former Chairman of Aurelian Resources Corp. which was acquired by Kinross Gold Corp. for over US$1 billion in 2008. From 2000 to 2008 he was the Chief Executive Officer of GlobeStar Mining Corporation, which during his tenure, developed, financed and built the Dominican Republic's first copper mine at Cerro de Maimón. Mr. Fisher was previously Vice President, Exploration for the major base metal mining and smelting company, Boliden, where he was responsible for exploration programs in nine countries including Spain.

Ms. Jennifer Boyle is a co-founder of Takara Resources Inc. where she continues to sit as President and Chief Executive Officer. Ms. Boyle is a former securities lawyer that works with early-stage junior resource issuers in developing various growth strategies. She also sits as President and Chief Executive Officer of St. Eugene Mining Corporation Limited (TSX-V:SEM) where she has been instrumental in the advancement of its projects, culminating in a recently announced approach by Claude Resources Inc. to acquire the securities of St. Eugene. In 1997 Ms. Boyle joined Canadian Royalties as a founding director and held the position of Executive Vice President until 2006. Ms. Boyle subsequently co-founded Golden Valley Mines Ltd (TSX-V:GZZ) a mineral exploration company based in Val d’Or, QC. In addition, she continues to sit on the board of directors for Nevada Exploration Inc. (TSX-V:NGE).

Mr. Espaillat has over 23 years of experience in the mining industry. Prior to its recent sale Mr. Espaillat served as the Dominican Republic Country Manager for GlobeStar Mining Corporation and oversaw the acquisition, evaluation and development of the Cerro de Maimón massive sulphide deposit, where production commenced in October 2008. Prior to GlobeStar, Mr. Espaillat spent 12 years at Falconbridge Limited in various roles in the Dominican Republic and Timmins, Ontario. Mr. Espaillat has a degree in Mining Engineering, a degree in Mining Geology (Economic Geology) from the University of Wales, Cardiff, UK, a Masters Degree in Financial Management, and a Post Graduate Degree in Environmental Economics.

Recommendations by the Board

The Transaction has been unanimously agreed to by the boards of directors of Takara and GoldQuest and both the Takara board of directors and GoldQuest board of directors will be recommending that each Company’s respective shareholders vote in favour of the Transaction.

Voting Support Agreements & Termination Fee


The definitive agreement will include a commitment by each of Takara and GoldQuest not to solicit alternative transactions to the Transaction. Each company has agreed to pay a break fee to the other party of C$250,000 in the event of a superior proposal. In addition, each company has granted the other party a right to match a competing offer, and both sets of directors and officers have agreed to a voting support agreement of their common shares in support of the Transaction (including any shares issuable on exercise of stock options).

Key Conditions

Completion of the Transaction is subject to a number of conditions, including the negotiation of a definitive support agreement, completion of due diligence, Exchange acceptance, disinterested Shareholder approval as well as other customary conditions and regulatory approvals. The Transaction cannot close until the required Shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

The Transaction is conditional upon the Takara and GoldQuest shareholders each approving the Transaction by 66 2/3% of voting shareholders, respectively. Special shareholder meetings for each company to vote on the Transaction are expected to be held in November 2011 with closing of the Transaction expected shortly thereafter. Although not a condition of the Transaction, it is contemplated that the share capitalization of the resulting entity after closing may be consolidated on a basis that is conducive of the Transaction, but in any case, not more than on a 4:1 basis. Full details of the Transaction will be included in a joint management information circular (the “Information Circular”) of Takara and GoldQuest currently expected to be mailed to their respective shareholders in October 2011.

Investors are cautioned that, except as disclosed in the Information Circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Takara and GoldQuest should be considered highly speculative.

About Takara

Takara Resources Inc. is a Canadian based gold company focused on exploring and developing its Guyana gold assets in the Guiana Shield that are held within a wholly-owned subsidiary, StrataGold Guyana Inc., namely: (i) the Tassawini Gold Project (100% interest); and (ii) the Arakaka Project (100% interest). The Tassawini Gold Project hosts a National Instrument ("NI") 43-101 compliant mineral resource estimate (disclosed in a press release dated March 18, 2010) containing 437,000 ounces gold (Indicated resource 10,766,000 tonnes having an average grade of 1.3 g/t) and 62,000 ounces gold (Inferred resource 1,926,000 tonnes having an average grade of 1.0 g/t.

About GoldQuest

GoldQuest Mining Corp. is a Canadian based exploration company with advanced-stage projects in the Dominican Republic and Spain, and trades on the TSX-V under the symbol GQC.V and in Frankfurt / Berlin with symbol M1W.

On August 24, 2011 GoldQuest announced that it engaged MICON International to carry out Preliminary Economic Assessments (PEAs) on each of its two primary assets, being the La Escandalosa Sur and the Las Animas projects, both located in Dominican Republic.

The NI 43-101 resources estimate for the La Escandalosa Sur project was published on November 16, 2010 with an initial inferred resource of 4,862,835 tonnes grading 2.596 g/t gold at a nominal cut-off of 0.3 g/t of gold containing 405,924 ounces of gold and 366,456 oz of Ag grading 2.34 g/t.

The NI 43-101 resource estimate for the Las Animas project was published on May 7, 2009, with Indicated Mineral resources of 1.0 Mt containing 95,185 oz Au, 60 million pounds Cu, 74 million pounds Zn and 1.90 M oz Ag; plus inferred mineral resources of 0.62 Mt containing 33,357 oz Au, 46 million pounds Cu, 55 million pounds of Zn and 0.6 million oz Ag.

FOR FURTHER INFORMATION PLEASE CONTACT:

Jennifer Boyle, B.A., LL.B.
President & Chief Executive Officer
Takara Resources Inc.

(647) 430.0966 (office)
(416) 904.2714 (cell)
Bill Fisher, Chairman
Sebastian de Kloet, Investor Relations
GoldQuest Mining Corp.

(416) 214.9151 (office)



Statement Regarding Forward Looking Information


Certain information contained in this news release, including any information relating to the proposed transaction (“Transaction”) and Takara’s or GoldQuest’s future financial or operating performance may be deemed “forward-looking”. These statements relate to future events or future performance and reflect Takara’s and GoldQuest’s expectations regarding the Transaction, and the future growth, results of exploration, business prospects and opportunities of each of Takara and GoldQuest. These forward-looking statements also reflect Takara’s and GoldQuest’s current internal projections, expectations or beliefs and are based on information currently available to Takara and GoldQuest, respectively. These forward-looking statements are subject to a variety of risks and uncertainties that are identified and disclosed in the respective Annual Financial Statements of Takara and GoldQuest for the year ended December 31, 2010. In some cases forward-looking information can be identified by terminology such as “may”, “will”, “should”, “expect”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, ”projects”, “potential”, “scheduled”, “forecast”, “budget” or the negative of those terms or other comparable terminology. Assumptions upon which such forward looking information regarding completion of the Transaction is based include that Takara and GoldQuest will be able to satisfy the conditions to the Transaction, that the required approvals will be obtained from the shareholders of Takara and the securityholders of GoldQuest, that all third party regulatory and governmental approvals to the Transactions will be obtained and all other conditions to completion of the Transaction will be satisfied or waived. Although Takara and GoldQuest believe that the forward-looking information contained in this news release are based on reasonable assumptions, readers cannot be assured that actual results will be consistent with such statements. Accordingly, readers are cautioned against placing undue reliance on forward-looking information. Takara and GoldQuest expressly disclaim any intention or obligation to update or revise any forward-looking information, whether as a result of new information, events or otherwise, except in accordance with applicable securities laws.
The TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.